EXHIBIT 10.81

                 AMENDMENT NO. 3 AND CONSENT TO CREDIT AGREEMENT


     This Amendment No. 3 and Consent (this  "Amendment and Consent") is entered
into as of March 19, 2002 by and among TRIMBLE NAVIGATION  LIMITED, a California
corporation (the "Company"),  the institutions  from time to time parties hereto
as Lenders,  ABN AMRO BANK,  N.V. in its capacity as  administrative  agent (the
"Administrative  Agent") for itself and the other Lenders,  FLEET NATIONAL BANK,
as Syndication Agent (the "Syndication  Agent"), and THE BANK OF NOVA SCOTIA, as
Documentation   Agent  (the   "Documentation   Agent"  and,  together  with  the
Administrative Agent and the Syndication Agent, the "Agents").


                                    RECITALS


     A. The Company, the Agents and the Lenders are party to that certain Credit
Agreement dated as of July 14, 2000 (the "Credit  Agreement").  Unless otherwise
specified  herein,  capitalized  terms used in this  Amendment and Consent shall
have the meanings ascribed to them by the Credit Agreement.

     B. The Company wishes to amend and restate the Subordinated  Seller Note by
executing an Amended and Restated  Subordinated  Promissory  Note in the form of
Exhibit A hereto (the "Restated Subordinated Seller Note").

     C. On and  subject to the terms and  conditions  hereof,  the  Company  has
requested that the Lenders,  and the Required Lenders are willing to, consent to
the execution of the Restated Subordinated Seller Note as set forth herein.

     Now,  therefore,  in consideration of the mutual execution hereof and other
good and valuable consideration, the parties hereto agree as follows:

          1.  Amendment  to  Credit  Agreement.  Upon the  "Effective  Date" (as
     defined below), the Credit Agreement shall be amended as follows:

               (a) Each reference in the Credit Agreement and the Loan Documents
          to the  Subordinated  Seller  Note shall be deemed to be and include a
          reference to the Restated Subordinated Seller Note.

               (b) Section  2.5(b)(vi) of the Credit  Agreement shall be amended
          by deleting  the last  sentence of such  Section  and  replacing  such
          sentence with the following:

          (vi) The Company's  obligation to prepay the Term Loans pursuant to an
     issuance under this Section 2.5(b)(vi) shall not exceed the amount equal to
     the  Net  Proceeds  of  such  issuance  less  the  amount  of any  required
     prepayment of the Subordinated Seller Note with respect to such issuance in
     accordance  with Section 4.2 of the  Subordinated  Seller Note (but only to
     the extent  otherwise  permitted  by the  subordination  provisions  of the
     Subordinated Seller Note).

          2.  Consent.  Subject  to the  conditions  and  effectiveness  of this
     Amendment and Consent and otherwise  notwithstanding  the provisions of any
     Loan Document, and the Required Lenders hereby consent to the amendment and
     restatement of the Subordinated Seller Note with the Restated  Subordinated
     Seller Note.

          3.   Representations  and  Warranties  of  the  Company.  The  Company
     represents and warrants that:

               (a) it has the  requisite  power and authority and legal right to
          execute  and  deliver  this  Amendment  and Consent and to perform its
          obligations  hereunder.  The  execution and delivery by the Company of
          this  Amendment  and Consent and the  performance  of its  obligations
          hereunder have been duly  authorized by proper

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          proceedings,  and this Amendment and Consent constitutes a legal,
          valid and binding obligation of the Company  enforceable against it in
          accordance with its terms,  except as enforceability may be limited by
          any bankruptcy, insolvency or similar law affecting the enforcement of
          creditors' rights generally;

               (b) Each of the representations  and warranties  contained in the
          Credit  Agreement and the other Loan  Documents is true and correct in
          all  material  respects on and as of the date hereof as if made on the
          date hereof; and

               (c) After giving effect to this Amendment and Consent, no Default
          or Unmatured Default has occurred and is continuing.

          4. Effective Date.  This Amendment and Consent shall become  effective
     on the date (the  "Effective  Date") on which each of the  following  items
     shall have been received by the Administrative  Agent or satisfied,  as the
     case may be, all in form and substance  satisfactory to the  Administrative
     Agent:

               (a) duly executed Amendment and Consent, executed by the Company,
          the Administrative  Agent and the Required Lenders (without respect to
          whether it has been executed by all the Lenders);

               (b)  a   reaffirmation   of  guaranty   in  form  and   substance
          satisfactory  to the  Administrative  Agent,  duly  executed  by  each
          Guarantor; and

               (c)  such  other  documents  as the  Administrative  Agent or its
          counsel may have reasonably requested.

          5. Reference to and Effect Upon the Credit Agreement.

               (a) Except as specifically  amended above,  the Credit  Agreement
          and the other Loan Documents shall remain in full force and effect and
          are hereby ratified and confirmed.

               (b) The execution,  delivery and  effectiveness of this Amendment
          and Consent shall not operate as a waiver of any other right, power or
          remedy of the  Administrative  Agent or any  Lender  under the  Credit
          Agreement or any other Loan  Document,  or  constitute a waiver of any
          provision  of the Credit  Agreement  or any Loan  Document,  except as
          specifically  set  forth  herein.   Upon  the  effectiveness  of  this
          Amendment and Consent, each reference in the Credit Agreement to "this
          Agreement",  "hereunder",  "hereof" or words of similar  import  shall
          mean and be a reference to the Credit Agreement as amended hereby, and
          each  reference in the other Loan  Documents  to the Credit  Agreement
          shall  mean and be a  reference  to the  Credit  Agreement  as amended
          hereby.

          6. Costs and Expenses. The Company hereby affirms its obligation under
     Section 11.6 of the Credit Agreement to reimburse the Administrative  Agent
     for all reasonable costs and out-of-pocket  expenses (including  reasonable
     attorneys'  and  paralegals'   fees  and  time  charges  of  attorneys  and
     paralegals  for  the   Administrative   Agent)  paid  or  incurred  by  the
     Administrative  Agent  in  connection  with the  preparation,  negotiation,
     execution, delivery, syndication,  review, proposed or completed amendment,
     waiver or modification, and administration of the Loan Documents.

          7.   GOVERNING   LAW.   ANY  DISPUTE   BETWEEN  THE  COMPANY  AND  THE
     ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER HOLDER OF OBLIGATIONS ARISING
     OUT OF,  CONNECTED  WITH,  RELATED TO, OR  INCIDENTAL  TO THE  RELATIONSHIP
     ESTABLISHED  BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT AND CONSENT OR
     ANY OF THE OTHER LOAN  DOCUMENTS,  AND WHETHER  ARISING IN CONTRACT,  TORT,
     EQUITY,  OR OTHERWISE,  SHALL BE RESOLVED IN  ACCORDANCE  WITH THE INTERNAL
     LAWS (BUT WITHOUT REGARD TO THE CONFLICTS OF LAWS  PROVISIONS) OF THE STATE
     OF ILLINOIS.

          8.  Headings.  Section  headings  in this  Amendment  and  Consent are
     included  herein for convenience of reference only and shall not constitute
     a part of this Amendment and Consent for any other purposes.

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          9.  Counterparts.  This  Amendment  and Consent may be executed in any
     number of  counterparts,  each of which when so executed shall be deemed an
     original but all of such  counterparts  shall  constitute  one and the same
     instrument.


                            [signature pages follow]


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     IN  WITNESS   WHEREOF,   the  Company,   the   Required   Lenders  and  the
Administrative  Agent have  executed  this  Amendment and Consent as of the date
first above written.

                           TRIMBLE NAVIGATION LIMITED, as the Company



                           By: /s/ Mary Ellen Genovese
                               ------------------------------------------------
                                Name: Mary Ellen Genoves
                                Title: CFO


                           ABN AMRO BANK N.V., as Administrative Agent, Issuing
                           Bank, Swing Line Bank, Alternate Currency Bank, and
                           Lender


                           By: /s/ David C. Carrington
                               ------------------------------------------------
                                Name: David C. Carrington
                                Title: Group Vice President


                           By: /s/ Jordan R. Gerhard
                               ------------------------------------------------
                                Name: Jordan R. Gerhard
                                Title: Corporate Banking Officer


                           FLEET NATIONAL BANK, as Syndication Agent and Lender



                           By: /s/ Lee A. Merkle-Raymond
                              ------------------------------------------------
                                Name: Lee A. Merkle-Raymond
                                Title: Director


                          THE BANK OF NOVA SCOTIA, as
                          Documentation Agent and Lender


                           By: /s/ Liz Hanson
                               ------------------------------------------------
                               Name: Liz Hanson
                               Title: Director


                         ERSTE BANK, NEW YORK BRANCH, as Lender


                         By:__________________________________________________
                              Name:
                              Title:


                         WELLS FARGO BANK, as Lender

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                         By:__________________________________________________
                              Name:
                              Title:


                         MERITA BANK PLC, NEW YORK BRANCH, as Lender


                         By: /s/ Henrik M. Steffesen
                             ------------------------------------------------
                              Name: Henrik M. Steffesen
                              Title: First Vice President


                         By: /s/ Thomas P. Hickey
                             ------------------------------------------------
                             Name: Thomas P. Hickey
                              Title: Vice President


                         BANK OF THE WEST, as Lender


                          By: /s/ David L. Chicca
                              ------------------------------------------------
                              Name: David L. Chicca
                              Title: Vice President


                          BARCLAYS BANK PLC, as Lender


                           By: /s/ John Giannone
                              ------------------------------------------------
                               Name: John Giannone
                                 Title: Director


                          NATIONAL CITY BANK OF KENTUCKY, as Lender


                          By:_________________________________________________
                               Name:
                               Title:


                         IBM CREDIT CORPORATION, as Lender


                         By:___________________________________________________
                              Name:
                              Title:

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